PRACTICE AREAS
M&A
40–50 transactions a year. Transactions that are completed.
We advise on the acquisition and sale of companies and business units from start to finish, from the preparation of the sales prospectus through to the letter of intent (LOI, MOU, Term Sheet), due diligence, the negotiation of the SPA with representations and warranties (R&W), pricing mechanisms such as locked-box arrangements, close adjustments and earn-outs, the shareholders’ agreement (SHA) and the closing and post-closing procedures. We manage an average of 40–50 transactions a year for private equity funds, venture capital firms and industrial groups, with a collaborative team across six countries – Portugal, Belgium, Denmark, Peru and Mexico – to handle cross-border transactions through a single point of contact.
Our Approach · Transactions that are being finalised
An M&A transaction is, first and foremost, a process: teaser and sales prospectus, non-disclosure agreement, letter of intent, due diligence, negotiation of the sale and purchase agreement and the shareholders’ agreement, signing, fulfilment of conditions precedent, and completion. Each phase has its own techniques and risks, and transactions rarely fall through at the end: they fall through because of mistakes made at the outset. Our job is to ensure the process moves forward methodically right through to closing.
We work on both the buyer and seller sides, for private equity and venture capital funds, and for industrial groups involved in business build-ups and add-on acquisitions. We take a comprehensive approach — covering corporate, tax, employment and regulatory aspects — from the structure of the transaction, whether it involves the sale of shares or equity interests (share deal) or of assets and business units (asset deal), through to price adjustment mechanisms, representations and warranties, and the seller’s liability regime. Structural changes — such as mergers and demergers — are carried out in accordance with Royal Decree-Law 5/2023.
And when the transaction crosses borders, we coordinate it through a single point of contact with our partner teams in Portugal, Belgium and Denmark. With an average of 40–50 transactions a year, the method is well-established: a realistic timetable, tried-and-tested documentation and negotiations focused on safeguarding the essentials without stalling the deal.
40-50
M&A transactions per year
PE/VC
Funds as regular clients
6
Countries with partner teams: Portugal, Belgium, Denmark, Peru and Mexico
SERVICES
What we do
Planning and preparation of the operation
Sales or acquisition strategy, teaser and sales prospectus, non-disclosure agreements (NDAs) and letters of intent (LOIs). Defining the optimal structure for the transaction: share deal, asset deal or business unit sale, and its tax and corporate implications.
Due diligence
Comprehensive due diligence on the target company: corporate, tax, employment, contractual and regulatory issues. Decision-oriented executive reports, designed for investment committees. We also carry out vendor due diligence to prepare the company before it goes public.
Negotiation and SPA
Drafting and negotiation of the sale and purchase agreement: representations and warranties (R&W), limitations of liability, specific indemnities and conditions precedent. Pricing mechanisms: locked-box provisions, closing adjustments for net debt and working capital, and earn-outs.
Shareholder agreements and investment
Shareholders’ Agreements (SHAs) for investors and founders: drag-along and tag-along rights, liquidation preferences, ratchets, reinforced majorities and exit mechanisms. Structuring of investment rounds and syndication with a lead investor.
Closing and post-closing
Closing procedures, notarisation and coordination of signatures, notary services and cash flows. Monitoring of earn-outs, claims under the Representations and Warranties (R&W), post-acquisition non-competition clauses and corporate integration of the acquired company.
Cross-border transactions
Multi-jurisdictional coordination with our partner teams in Portugal, Belgium and Denmark, and with correspondents in other jurisdictions. A single point of contact for the entire operation, with a unified timetable and documentation.
METHOD
How we work
Strategy and structure
We work with you to define the scope, the structure — whether it’s a share deal or an asset deal —, the timetable and the non-negotiable points before we sit down at the negotiating table.
Targeted due diligence
The review focuses on the key factors driving the negotiations: risks affecting the price, the guarantees or the closing conditions.
Negotiation and signing
SPA, shareholders’ agreement and negotiated ancillary documents, safeguarding the essentials without holding up the deal.
Closure and follow-up
Closing protocol, conditions precedent and post-closing arrangements: earn-outs, continuing warranties and integration of the acquired company.
EXPERIENCE
Proven track record
40-50
M&A transactions per year
PE/VC
Funds as regular clients
6
Countries with partner teams: Portugal, Belgium, Denmark, Peru and Mexico
ILP Abogados handles an average of 40–50 transactions a year. Our clients include private equity firms and funds, venture capital funds and industrial companies that acquire add-ons to initiate or consolidate build-up processes. And we write regularly about the matters we negotiate: representations and warranties, the closing protocol, post-acquisition non-competition clauses, the role of the lead investor, and mergers by absorption within family businesses. Dozens of M&A analyses have been published on our blog — the best way to see how we work is to read our posts.
TEAM
Who advises you
FREQUENTLY ASKED QUESTIONS
What clients ask before engaging us
There is no single timeframe: it depends on the size, the sector, the number of interested parties and, above all, the level of preparation. The process involves a series of stages: preparation and the sales prospectus, contacts and the LOI, due diligence, negotiation of the SPA and closing — in practice, this takes months, not weeks. The factor that shortens the timeframe the most is being well prepared: prior vendor due diligence and having the company’s documentation in order prevent the surprises that can derail advanced negotiations.
The letter of intent (LOI) sets out the framework for the transaction — indicative price, structure, timetable, exclusivity — prior to due diligence. Generally speaking, it does not oblige the parties to complete the sale, but it usually contains fully binding commitments: exclusivity, confidentiality and the sharing of costs. Furthermore, breaking off advanced negotiations without cause may give rise to liability. That is why an LOI is not signed lightly: the terms agreed therein condition the entire subsequent negotiation.
In a share deal, the shares or equity interests are transferred: the company is transferred in its entirety, along with its contracts, licences and liabilities — hence the importance of due diligence and representations and warranties. In an asset deal, assets or a business unit are transferred: this allows the scope of the transaction to be defined, but requires third-party consents, is subject to specific employment regulations relating to the succession of a business, and involves different tax treatment. There is no one-size-fits-all answer: the decision is made on a case-by-case basis, taking into account risk, tax implications and practical feasibility.
Representations and warranties are the statements made by the seller in the SPA regarding the company’s situation: ownership, accounts, contracts, litigation and regulatory compliance. They are the central mechanism for risk allocation: if they prove to be inaccurate and result in losses, the buyer may claim the agreed compensation. Their scope is negotiated in detail — including financial limits, excesses, claim time limits and exceptions for matters disclosed during due diligence.
The valuation of the business is the starting point, but the decisive factor in the contract is the mechanism: in a ‘locked-box’ arrangement, the price is set on the basis of a reference balance sheet and protected by clauses preventing the leakage of value; in close-out adjustments, the price is adjusted for actual net debt and working capital; and the earn-out ties part of the price to future results, which is useful when the buyer and seller do not share the same expectations. Each mechanism shifts risk in a different way — choosing the right one is like negotiating the price twice.
It involves a preliminary review of the target company: corporate structure and ownership, relevant contracts, employment matters, tax affairs, litigation, regulatory compliance, industrial and intellectual property, and data protection. It is not a mere formality: its findings have a direct impact on the price, on enhanced guarantees, on specific indemnities or on the conditions for closing the deal — and, at times, on the decision not to proceed with the purchase. From the seller’s perspective, vendor due diligence anticipates these findings and prevents the seller from losing control of the negotiations.
Between signing and closing, there are often conditions precedent: administrative or competition authorities’ approvals, third-party consents, and financing. The closing protocol coordinates all handover procedures, signings and payments on that day to ensure that nothing is left unresolved. And after closing, the transaction remains active: outstanding earn-outs, existing guarantees with their claim periods, non-competition clauses and the corporate integration of the acquired company. We support you throughout this entire process.
AREA INSIGHTS
Featured articles
The best proof of how we work is reading us. A selection of our analyses:
Prefer to explore on your own first? Try our free general meetings and dividends tools or the venture capital dashboard.
Are you planning to buy or sell a business?
40–50 M&A transactions per year. Initial consultation with no obligation.